Consolidated Casino Agreement

Incorporating:

First
Second
Third
Fourth
Fifth
Sixth
Seventh
Eighth

Ninth

Tenth

Eleventh

Variation Agreements and the Master Security Agreement

This document shows the changes to the Casino Agreement brought about by:

· the Tenth Variation Agreement to the Casino Agreement entered into between the Victorian Commission for Gambling Regulation and Crown Limited on 6 March 2007; and

· the Eleventh Variation Agreement to the Casino Agreement entered into between the Victorian Commission for Gambling Regulation and Crown Melbourne Limited (formerly named Crown Limited) on 22 October 2007.

The insertions and deletions brought about by the Tenth and Eleventh Variations are highlighted.

14743221 December 1998

BDW Consolidated Conformed Copy

COMMERCIAL IN CONFIDENCE

VICTORIAN CASINO CONTROL AUTHORITY
("Authority")

CROWN CASINO LTD.
ACN 006 973 262
("Company")

MELBOURNE CASINO PROJECT

CASINO AGREEMENT

COMMERCIAL IN CONFIDENCE

XXX.

TABLE OF CONTENTS

1. DIVISION INTO PARTS 2

PART 1 PRELIMINARY 2

2. DEFINITIONS 2

3. COMMENCEMENT OF CERTAIN PROVISIONS 15

4. VARIATION 15

5. CONDITIONS PRECEDENT 15

PART 2 DEVELOPMENT AND COMPLETION 17

6. DOCUMENTS TO BE SUBMITTED TO THE AUTHORITY 17

7. MELBOURNE CASINO WORKS 19

8. SAFETY PROCEDURES 20

9. VARIATIONS 21

10. APPROVAL BY THE AUTHORITY 21

11. TIME FOR APPROVAL 22

12. DIRECTOR OF CASINO SURVEILLANCE 22

13. PROVISION OF FACILITIES FOR INSPECTORS 23

14. SITE ACCESS 23

15. RECTIFICATION AND SUSPENSION OF THE WORKS IN RELATION TO THE MELBOURNE CASINO 24

16. PROJECT ADVISORY MEETINGS 25

17. MULTIPLE COPIES OF PLANS 25

18. DEVELOPMENT OF THE TEMPORARY CASINO 25

PART 3 COMPLETION 26

19. OPENING OF THE MELBOURNE CASINO 26

20. COMPLETION 26

PART 4 - CORPORATE STRUCTURE AND RELATED MATTERS 27

21. WARRANTIES OF THE COMPANY 27

22. CONDITIONS RELATING TO COMPANY STRUCTURE 27

23. INSPECTION OF RECORDS 34

24. ATTENDANCE AT COMPANY MEETINGS 34

25. DISCLOSURE 35

PART 5 GRANT OF THE CASINO LICENCE 36

26. GRANT OF CASINO LICENCE 36

27. GAMES 38

28. CASINO OPERATING PRACTICES 39

PART 6 ENCUMBRANCES AND ASSIGNMENTS 39

29. ENCUMBRANCES 39

30. PERMITTED ENCUMBRANCES 41

PART 7 TERMINATION 41

31. TERMINATION OF THIS DOCUMENT 41

PART 8 COMPLEMENTARY AGREEMENTS 45

32. COMPLEMENTARY AGREEMENTS 45

PART 9 - GENERAL 47

33. COMPANY RELIES ON OWN JUDGMENT 47

34. INDEMNITY 47

35. INSURANCE 48

36. CONFIDENTIALITY 49

37. APPROVALS 50

38. DAY OF PAYMENT 51

39. NOTICES 51

40. COSTS AND STAMP DUTY 53

41. NO WAIVER 53

42. GOVERNING LAW 53

43. ASSIGNMENT 53

44. FURTHER ASSURANCES 53

45. COUNTERPARTS 54

46. SEVERABILITY 54

47. INTERPRETATION 54

48. GENERAL OBLIGATIONS 56

Schedule :

1 CASINO LICENCE 58

2 COMPLEMENTARY AGREEMENTS 59

3 WARRANTIES OF THE COMPANY 60

4 QUARTERLY REPORT TO AUTHORITY 62

5 INFORMATION REQUIRED TO BE SUBMITTED TO THE COMMISSION.. 63

6 SOLVENCY REPORT 66

COMMERCIAL IN CONFIDENCE

XXX.

MELBOURNE CASINO PROJECT

CASINO AGREEMENT

AGREEMENT dated 21 September 1993

BETWEEN Victorian Casino Control Authority a statutory authority established under the Casino Control Act with its office at 459 Collins Street, Melbourne ('Authority'[1])

AND CROWN CASINO LTD. ACN 006 973 262 with its registered office at Hudson Conway House, 311 Glenferrie Road, Malvern, Victoria ('Company')

RECITALS

A. The Authority has power to grant a casino licence under the provisions of the Casino Control Act.

B. The Company has made application for a casino licence and pursuant to such application has provided information and submissions, including the Melbourne Casino Complex Development Proposals and the Temporary Casino Complex Development Proposals, to the Authority.

C. The Authority has, in accordance with sections 9 and 10 of the Casino Control Act, carried out investigations and enquiries in relation to the Company and other persons required to be investigated.

D. Subject to the terms and conditions of this document and the Management Agreement, the Authority has agreed to grant the Casino Licence to the Company.

E. The Casino Licence will enable the Company to operate a casino from temporary premises.

F. The Minister, acting for and on behalf of the State and the Company have entered into the Management Agreement pursuant to section 15 of the Casino Control Act as a condition precedent to the grant of the Casino Licence to the Company.

G. The Minister has given approval to the Authority pursuant to sections 14 and 142 of the Casino Control Act to provide an undertaking to the Company as to exclusivity, to enter into this document and to act for and on behalf of the State in respect of certain matters referred to in this document.

AGREEMENT

1. DIVISION INTO PARTS

This document is divided into Parts as follows:

PART 1 PRELIMINARY

PART 2 DEVELOPMENT AND COMPLETION

PART 3 COMPLETION

PART 4 CORPORATE STRUCTURE AND RELATED MATTERS

PART 5 GRANT OF THE CASINO LICENCE

PART 6 ENCUMBRANCES AND ASSIGNMENTS

PART 7 TERMINATION

PART 8 COMPLEMENTARY AGREEMENTS

PART 9 GENERAL

PART 1 PRELIMINARY

2. DEFINITIONS

In this document, unless the context otherwise requires or the contrary intention appears, terms defined in the Casino Control Act have the same meanings and the following terms have the meanings indicated if they start with a capital letter:

'Agent'[2] means National Australia Bank Limited ACN 004 044 937 and any successor to it as agent under the Facility Agreement;

'Agreement Act' means the bill referred to in clause 3.2(a) of the Management Agreement when that bill is passed and comes into operation as an Act of Parliament as contemplated by that clause;

'Ancillary Facilities' means all facilities ancillary to the Temporary Casino or the Melbourne Casino (as the case may be) identified in the Development Proposals to be constructed on or located within the Temporary Casino Site or the Site, including an hotel, restaurant, retail, recreation, entertainment and car parking facilities, residential and office accommodation, staff facilities, staff car parking, coach storage facilities and open space areas;

'Assets and Rights' means all the present and future undertaking, property, assets and rights of or held by the Company;

'Associate' has the same meaning as in sections 10 to 17 of the Corporations LawAct;

'ASX' means Australian Stock Exchange Limited;

‘Audit Committee’ means the audit committee of the Company;[3]

‘Audit Committee Charter’ means the charter approved by the board of the Company and which sets out the composition, functions and responsibilities of the Audit Committee;[4]

'Australian Accounting Standards' means:

(a) accounting standards as defined in (or having effect under the Corporations Law Act as if they were accounting standards defined in) section 9 of the Corporations LawAct;

(b) the requirements of the Corporations Law Act in relation to the preparation and content of accounts; and

(c) generally accepted accounting principles and practices in Australia consistently applied, except those principles and practices inconsistent with (a) or (b);

'Authorisation' includes a consent, approval, licence, permit, franchise, permission, filing, registration, resolution, direction, declaration and exemption;

'Authority' means the Victorian Casino Control Authority;

'Bank Guarantees' means the guarantees or letters of credit to be provided by the Company pursuant to clauses 18.1 and 22.9 of the Management Agreement;

'Business Day' means a day (other than a Saturday or Sunday) on which banks (as defined in the Banking Act 1959 (Commonwealth)) are generally open for business in Melbourne;

'Casino Asset' means an asset or undertaking of the Company which forms part of the Secured Property and which consists of:

(a) the Casino Licence;

(b) the Melbourne Casino;

(d) all gaming equipment used in the Melbourne Casino or the Temporary Casino;

(e) all revenue derived from the Melbourne Casino or the Temporary Casino (other than revenues which have been deposited or are standing to the credit of the Debt Protection Account or the Debt Service Reserve Account (each as defined in the Facility Agreement) in accordance with the Facility Agreement and any Authorised Investments (as defined in the Facility Agreement) from either of those accounts (or the proceeds of any such Authorised Investment); or

(f) all other assets of the Company necessary for the operation of the Melbourne Casino or the Temporary Casino;

and a reference to the 'Casino Assets' includes any part of them;

'Casino Control Act' means the Casino Control Act 1991 (Victoria);

'Casino Licence' means a casino licence as defined in the Casino Control Act in relation to the Temporary Casino and the Melbourne Casino in the form of the licence set out in Schedule One;

'Casino Supervision and Control Charge' means:

(a) for the period from the Licensing Date until 30 June 1994, $5,000,000; and

(b) for each Financial Year from 1 July 1994 until 30 June 1997, $5,000,000;

'Company' means Crown CasinoMelbourne Ltd. ACN 006 973 262, which will be the casino operator for the purposes of the Casino Control Act;

‘Commission’ means the Victorian Commission for Gambling Regulation;[5]

'Commissioning' means the checking, testing and acceptance of the operational readiness of and the procedures for the various components of the Melbourne Casino or the Temporary Casino as the case may be (including all staff, facilities and equipment) by the Authority;

'Complementary Agreement' means each of the agreements listed in Schedule Two;

'Completion' means the completion of the construction, the FitOut and the Commissioning of the Temporary Casino or the Melbourne Casino, as the case may be, as specified in the Completion Standards and as determined pursuant to clause 20, and 'Complete' and 'Completed' have corresponding meanings;

'Completion Standards' means:

(a) for construction, when all the requirements under this document and the Casino Control Act in relation to the Melbourne Casino or the Temporary Casino have been complied with;

(b) for Commissioning, when all the procedures for the various components of the Melbourne Casino or the Temporary Casino (including all staff, facilities and equipment) are in place or immediately and reliably available to the Company such that the Melbourne Casino or the Temporary Casino, as the case may be, can be operated securely and so that there is no risk to the integrity of operation or compromise in the amenity of the Melbourne Casino or the Temporary Casino, as the case may be, which is not acceptable to the Authority; and

(c) for FitOut, when all of the FitOut is installed in place and operational with the exception only of minor omissions and maintenance items which, in the reasonable opinion of the Authority, do not affect the security, integrity, operation or amenity of the Melbourne Casino or the Temporary Casino;

‘Compliance Committee’ means the compliance committee of the Company;[6]

‘Compliance Committee Charter’ means the charter approved by the board of the Company and which sets out the composition, functions and responsibilities of the Compliance Committee;[7]

'Construction Agreement' means the proposed building agreement between the Company and a proposed builder substantially in the form of the draft agreement a copy of which has been signed on behalf of the Authority and the Company and dated the date of this document for the purposes of identification;

'Contractor's Deed' has the same meaning as in the Supplemental Development Agreement;

'Control Acts' means the Building Control Act 1981 and the Planning and Environment Act;

'CUB' means Carlton and United Breweries Limited ACN 004 056 106;

'Deal with' means deal with property in any way other than enter into an arm's length agreement to sell dependent for effect on the Authority's consent, including, but not limited to, offer for sale, grant an option in respect of, create or Dispose of a right in respect of, render or permit to be subject to an Encumbrance, convert, deposit, compromise and allow a counterclaim or right of actoff to arise in respect of;

‘Deed of Undertaking and Guarantee'[8] means the agreement under which, amongst other things, the Holding Company and other related companies guarantee to the Authority and the State, the due and punctual performance of certain obligations owed by members of the Group to the Authority and the State;

'Design and Construction Programme' means the programme for the design documentation, construction, FitOut, Commissioning and Completion of the Temporary Casino Complex or the Melbourne Casino Complex (as the case may be) set out in Schedule One of the Management Agreement, as amended from time to time with the prior written approval of the State;

'Development Agreement' means the agreement dated 30 August 1993 between the Company and Hudson Conway Management Limited ACN 006 742 294 providing for the procuring of the construction of the Melbourne Casino Complex;

'Dispose of' means sell, transfer, assign, alienate, surrender, dispose of, deposit, Lease, part with possession of and enter into any agreement or arrangement to do or allow any of these things;

'Director of Casino Surveillance' means the person appointed under section 94 of the Casino Control Act;

'Documentation' means any document or proposal which the Company is required to submit to the Authority under clauses 6, 7, and 8;

'Drawings' means the plans, designs and working drawings relating to the Temporary Casino Complex or the Melbourne Casino Complex (as the case may be) provided by the Company to the Authority and described in Schedule Two of the Management Agreement;

'Encumbrance' means a mortgage, charge, pledge, lien, assignment, hypothecation, retention of title (other than a retention of title in respect of trading stock), or any other right (including, without limitation, under a trust, agency, hire purchase, sale and repurchase, sale and leaseback or flawed asset arrangement) of a creditor to have its claims satisfied prior to other creditors with, or from the proceeds of or by recourse to any asset and includes any agreement, arrangement or document conferring such a right or having substantially the same economic effect;

'Equity Funding Agreement (Federal)' means the agreement dated 30 August 1993 between Danwick Pty Limited ACN 059 321 667, The Federal Hotels Limited ACN 004 108 249 and Hudson Conway Limited ACN 009 556 629;

'Facility Agreement'[9] means the $300,000,000 multioption facility agreement dated 30 August 1993 between the Company, the Financiers and the Agent;

'Finance Documents' means the Facility Agreement and the Financiers' Securities;

'Financial Year' means from 1 July to 30 June (inclusive);

'Financiers'[10] means National Australia Bank Limited, Australia and New Zealand Banking Group Limited, HongkongBank of Australia Limited, R & I Bank of Western Australia Limited and State Bank of New South Wales Limited and their successors, assigns and substitutes;